DoubleVerify Holdings Enters Material Definitive Agreement

TL;DR

DV enters new material definitive agreement, expect financial shifts.

AI Summary

On August 12, 2024, DoubleVerify Holdings, Inc. entered into a material definitive agreement related to a direct financial obligation. The company, incorporated in Delaware, filed an 8-K report detailing this event.

Why It Matters

This filing indicates a significant financial commitment or obligation for DoubleVerify Holdings, Inc., which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new financial obligations or strategic shifts that carry inherent risks.

Key Players & Entities

• DoubleVerify Holdings, Inc. (company) — Registrant
• August 12, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 462 Broadway New York, New York 10013 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — ch Registered Common stock, par value $0.001 per share DV New York Stock Exchange
• $200.0 million — y") in an aggregate principal amount of $200.0 million (with a letter of credit facility of up
• $20.0 million — a letter of credit facility of up to a $20.0 million sublimit). Subject to certain terms and
• $189.0 million — by up to the sum of (i) the greater of $189.0 million and 100% of LTM Consolidated Adjusted E

Filing Documents

• tm2421458d1_8k.htm (8-K) — 38KB
• tm2421458d1_ex10-1.htm (EX-10.1) — 1872KB
• tm2421458d1_ex10-2.htm (EX-10.2) — 90KB
• 0001104659-24-088519.txt ( ) — 2543KB
• dv-20240812.xsd (EX-101.SCH) — 3KB
• dv-20240812_lab.xml (EX-101.LAB) — 33KB
• dv-20240812_pre.xml (EX-101.PRE) — 22KB
• tm2421458d1_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. New Revolving Credit Facility On August 12, 2024, DoubleVerify Inc., as borrower (the "Borrower"), and DoubleVerify MidCo, Inc., as holdings ("DV Midco"), entered into a credit agreement with the banks and other financial institutions party thereto, as lenders and letter of credit issuers, and JPMorgan Chase Bank, N.A., as administrative agent, letter of credit issuer and swing lender (the "Credit Agreement"), to provide for a new senior secured revolving credit facility (the "New Revolving Credit Facility") in an aggregate principal amount of $200.0 million (with a letter of credit facility of up to a $20.0 million sublimit). Subject to certain terms and conditions, the Borrower is entitled to request incremental facilities (including term, revolving and/or letter of credit facilities) by up to the sum of (i) the greater of $189.0 million and 100% of LTM Consolidated Adjusted EBITDA (as defined in the Credit Agreement), (ii) an unlimited amount subject to meeting certain leverage ratios and (iii) the amount of any voluntary prepayment of any incremental term loans and certain revolving indebtedness secured on an equal priority basis with the New Revolving Credit Facility. The termination date of the New Revolving Credit Facility is August 12, 2029 (the "Revolving Termination Date"). The New Revolving Credit Facility replaces in full the Borrower's existing senior secured revolving credit facility provided under the Second Amended and Restated Credit Agreement, dated as of October 1, 2020 (as amended by the First Amendment, dated as March 29, 2023, and as further amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof). Interest Rates and Fees The loans under the New Revolving Credit Facility, at the Borrower's option, bear interest at the following rates: in the case of SOFR loans, for each day during each interest period with respect thereto, a rate per ann

03. Creation of a Direct Financial Obligation

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained in Item 1.01 concerning the Company's direct financial obligations under the Credit Agreement and Guarantee Agreement is incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 Credit Agreement, dated as of August 12, 2024, among DoubleVerify Inc., as borrower, DoubleVerify Midco, Inc. as guarantor, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent. 10.2 Guarantee Agreement, dated as of August 12, 2024, between DoubleVerify Holdings, Inc., and JPMorgan Chase Bank, N.A., as administrative agent. 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DOUBLEVERIFY HOLDINGS, INC. By: /s/ Andy Grimmig Name: Andy Grimmig Title: Chief Legal Officer and Secretary Date: August 12, 2024